AGM Motion 2

[Derek Howie]

I have some questions on Motion 2.

The following two motions are because of a failed attempt to gain lottery funding. We have been advised that they need to be changed if we want to be successful in the future. Amendment are in bold.
We wish to amend 14.7 to read “A Special General Meeting may be called for the purpose of dissolving Chess Scotland following the procedure of 14.1 or 14.2 . Should a motion to dissolve succeed, any assets would be transferred to the BCF in trust until such time as a new organisation in Scotland is formed.

1. Who advised that this change required to be made?

2. What was the specific advice that was received?

3. What functions do the BCF currently carry out? I know very little about them

4. Who is on the Board of Directors of the BCF?

5. Have the BCF given confirmation that they are willing to act as trustees?

6. Under what circumstances would Chess Scotland be dissolved before a new organisation be formed? Surely a new organisation would always be formed first?

7. What happens in the event that assets are transferred and two separate organisations are formed? How would the BCF know which to transfer the assets to?

8. If a new organisation is set up before Chess Scotland was dissolved then would CS be forced to transfer the assets to BCF first rather than directly to the new organisation, given the wording of the proposal? Would it preclude the transfer of assets directly to the new organisation?
(I refuse to use the term “newco” :U )

Thanks in advance.

[Alan Jelfs]

Derek,

It may be helpful to look at the current rule:

14.7 A Special General Meeting may be called for the purpose of dissolving Chess Scotland following the procedure of 14.1 or 14.2 . Such a meeting would have power to determine the disposition of the assets and liabilities of Chess Scotland.

I presume the lottery want some re-assurance that when they hand over the million quid, the 600 members of Chess Scotland don't just dissolve the organisation and split it between themselves. The current rule would allow that.

[Derek Howie]

Alan, I presumed that would be reason, but part of my questions are aimed at establishing whether the BCF are the most appopriate body (as I said, I know little/nothing about them).

In your example, what would prevent the 600 members of holding a SGM, changing the rules back to the way that they are now and splitting the £1m? Is this the best way of satisfying the Lottery requirements?

I'm not saying that it isn't, but it would just be good to understand a bit better what we are actually trying to do prior to the AGM given that we are looking to entrust the assets of our organisation to a third party.

[Alan Jelfs]

[quote="Derek Howie"]In your example, what would prevent the 600 members of holding a SGM, changing the rules back to the way that they are now and splitting the £1m?[quote]

I didn't think of that =)

I don't know if there were any discussions between CS and the BCF on this, or if there were discussions with an alternative body e.g. SportScotland.

[Angus McDonald]

Blimey!

This is above my head but I'm glad somebody's on to it!

[Alex McFarlane]

what would prevent the 600 members of holding a SGM, changing the rules back to the way that they are now and splitting the £1m

Simply, the conditions attached to getting the money. If that happened it would need to be repaid under any grant application I have seen.

[HLang]

The SCCU's website is a good place to find unofficial write-ups of BCF meetings, e.g.

<!-- m --><a class="postlink" href="http://www.sccu.ndo.co.uk/0910/bcf.htm">http://www.sccu.ndo.co.uk/0910/bcf.htm</a><!-- m -->
<!-- m --><a class="postlink" href="http://www.sccu.ndo.co.uk/bcf.htm">http://www.sccu.ndo.co.uk/bcf.htm</a><!-- m -->

I'm not sure if there's a comprehensive explanation somewhere of the relationship between the BCF and ECF, and how the ECF came into being and what the BCF does now. My impression is that the BCF oversees some historical trusts / legacies but I could be wrong about that.

[Derek Howie]

Thanks for the links, Heather. I quote the following:

"Now the BCF EXTRAORDINARY GENERAL MEETING which we promised to come back to. It was called specifically to approve the 2008-9 Accounts which ought to have been dealt with at the BCF AGM of October 2009. Let us quote from our report of said meeting. "[This meeting]... might... have approved some accounts if [they] had been available. These will require a BCF meeting all to themselves, tacked on to the April [2010] ECF meeting. Do you know, we think we've said that before. Yes, there it is, at the end of last year's AGM." We had. So that's twice running the October BCF meeting has had no Accounts available. That's not good, but it gets worse. The 2007-8 ones did actually appear, six months late, at the Extraordinary meeting of April 2009. The 2008-9 ones, however... were still missing. CEO: "This is extremely embarrassing."

Is this typical of the organisation that we want to entrust the assets of CS to?

Would it be possible for either the proposer or seconder of the motion to have a go at answering the questions in the OP? Thanks. =)